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Exhibit
4.1
8¼% Senior Notes due 2015
__________________
SIXTH SUPPLEMENTAL INDENTURE
Dated as of July 10, 2008
AMONG
QUICKSILVER RESOURCES INC.,
THE SUBSIDIARY GUARANTORS PARTIES HERETO
AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as TRUSTEE
TO
INDENTURE
Dated as of December 22, 2005
AMONG
QUICKSILVER RESOURCES, INC.
AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as TRUSTEE
This
SIXTH SUPPLEMENTAL INDENTURE, dated as of July 10, 2008 (this
“Supplemental Indenture”), is made by and among
QUICKSILVER RESOURCES INC., a Delaware corporation (the
“Company”), the Subsidiary Guarantors (as defined
in the Indenture referred to herein) and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A. (formerly named The Bank of New
York Trust Company, N.A.), a national banking association duly
organized and existing under the laws of the United States of
America (as successor in interest to JPMorgan Chase Bank,
National Association (the “Initial Trustee”)), as
trustee (the “Trustee”).
W
I T N E S S E T H
WHEREAS,
the Company and the Initial Trustee executed and delivered an
Indenture (the “Original Indenture”), dated as of
December 22, 2005, as supplemented by a Fifth Supplemental
Indenture dated as of June 27, 2008, among the Company, the
Subsidiary Guarantors party thereto and the Trustee (the
“Fifth Supplemental Indenture” and, together with
the Original Indenture, the “Indenture”), pursuant
to which the Company has issued $475,000,000 aggregate
principal amount of 7¾% Senior Notes due 2015 (the
“Notes”);
WHEREAS,
Section 5.01(a) of the Fifth Supplemental Indenture provides
that the provisions of Section 10.01 of the Original Indenture
apply to the Notes;
WHEREAS,
Section 10.01(h) of the Original Indenture provides that,
without the consent of or notice to any Holders, the Company,
when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may enter into one or more
supplemental indentures to cure any ambiguity, to correct or
supplement any provision which may be defective or
inconsistent with any other provision, or to make any other
provisions with respect to matters or questions arising under
the Indenture, provided that such action will not adversely
affect the interests of the Holders of Securities of any
series in any material respect; and
WHEREAS,
the Board has approved an increase in the interest rate on the
Notes from 7¾% to 8¼%, such increase to be
effective as of June 27, 2008;
NOW
THEREFORE, in consideration of the foregoing, the Company, the
Subsidiary Guarantors and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the
Notes as follows:
ARTICLE I
Section
1.01
Effect . This Supplemental Indenture is
supplemental to the Indenture and does and shall be deemed to form
a part of, and shall be construed in connection with and as part
of, the Indenture for any and all purposes.
Section
1.02
Effective Time . This Supplemental Indenture
shall become effective immediately upon its execution and delivery
by the Company, the Subsidiary Guarantors and the
Trustee.
ARTICLE II
Section
2.01
Amendment to Cover Page . The reference to
“7¾%” contained on the cover page of the Fifth
Supplemental Indenture is hereby amended to read
“8¼%”.
Section
2.02
Amendment to Table of Contents . The reference
to “ARTICLE I 7¾% SENIOR NOTES
DUE 2015” contained in the table of contents of the Fifth
Supplemental Indenture is hereby amended to read “ARTICLE
I 8¼% SENIOR NOTES DUE 2015”.
Section
2.03
Amendments to Article I .
(a)
The
heading to Article I of the Fifth Supplemental Indenture is hereby
amended to read in its entirety as follows:
ARTICLE I
8¼% SENIOR NOTES DUE 2015
(b)
The
first sentence of the first paragraph of Section 1.01 of the Fifth
Supplemental Indenture is hereby amended to read in its entirety as
follows:
“There
is hereby established a new series of senior notes to be
issued under the Indenture, to be designated as the
Company’s 8¼% Senior
Notes due 2015 (the “Notes”).”
(c)
The
second sentence of the first paragraph of Section 1.03 of the Fifth
Supplemental Indenture is hereby amended to read in its entirety as
follows:
“The
unpaid principal amount of the Notes shall bear interest at
the rate of 8¼% per year until paid or duly provided
for, such interest to accrue from June 27, 2008 or from
the most recent Interest Payment Date to which interest has
been paid or duly provided for.”
Section
2.04
Amendments to Exhibit A . Exhibit A to the Fifth
Supplemental Indenture is hereby amended to read in its entirety as
set forth in Exhibit A to
this Supplemental Indenture. Notwithstanding Section
1.05 of the Fifth Supplemental Indenture or any other provision of
the Indenture, a new Global Note in substantially the form set
forth in Exhibit A to
this Supplemental Indenture may be exchanged for the Global Note of
the Company dated June 27, 2008.
Section
2.05
Amendments to Exhibit B . All references to
“7¾%” contained in Exhibit B, Form of
Supplemental Indenture to be Delivered by Subsequent Guarantors, to
the Fifth Supplemental Indenture are hereby amended to read
“8¼%”.
ARTICLE III
Section
3.01
Ratification of Indenture . Except as
specifically modified herein, the Indenture and the Notes are in
all respects ratified and confirmed (mutatis mutandis) and shall
remain in full force and effect in accordance with their
terms.
Section
3.02
Defined Terms . All capitalized terms used but
not defined herein shall have the same respective meanings ascribed
to them in the Indenture.
Section
3.03
Trustee . Except as otherwise expressly provided
herein, no duties, responsibilities or liabilities are assumed, or
shall be construed to be assumed, by the Trustee by reason of this
Supplemental Indenture. This Supplemental Indenture is
executed and accepted by the Trustee subject to all of the terms
and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length
herein and made applicable to the Trustee with respect
hereto.
Section
3.04
Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
Section
3.05
Counterparts . The parties may sign any number of
copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same
agreement.
Section
3.06
Headings . The headings herein are inserted for
convenience of reference only and are not intended to be part of,
or to affect the meaning or interpretation of, this Supplemental
Indenture.
Section
3.07
Recitals by the Company . The recitals hereto are
statements only of the Company and shall not be considered
statements of or attributable to the Trustee.
[Signature Page Follows]
IN
WITNESS WHEREOF, each party hereto has caused this instrument
to be signed in its name and behalf by its duly authorized
officers, all as of the day and year first above
written.
| Attest: |
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QUICKSILVER
RESOURCES INC. |
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/s/
John C. Cirone
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By: |
/s/
Philip Cook
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John
C. Cirone
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Philip
Cook
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Secretary
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Senior
Vice President - Chief Financial Officer
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COWTOWN
PIPELINE FUNDING, INC., |
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as
Subsidiary Guarantor |
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/s/
John C. Cirone
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By: |
/s/
Philip Cook
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John
C. Cirone
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Philip
Cook
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Secretary
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Senior
Vice President - Chief Financial Officer
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COWTOWN
PIPELINE MANAGEMENT, INC., |
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| Attest: |
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as
Subsidiary Guarantor |
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/s/
John C. Cirone
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By: |
/s/
Philip Cook
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John
C. Cirone
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Philip
Cook
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Secretary
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Senior
Vice President - Chief Financial Officer
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COWTOWN
PIPELINE L.P., |
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as
Subsidiary Guarantor |
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By: |
COWTOWN
PIPELINE MANAGEMENT, INC., |
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| Attest: |
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its
general partner |
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/s/
John C. Cirone
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By: |
/s/
Philip Cook
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John
C. Cirone
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Philip
Cook
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Secretary
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Senior
Vice President - Chief Financial Officer
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COW
TOWN
GAS PROCESSING L.P., |
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as
Subsidiary Guarantor |
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By: |
COWTOWN
PIPELINE MANAGEMENT, INC., |
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| Attest: |
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its
general partner |
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/s/
John C. Cirone
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By: |
/s/
Philip Cook
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John
C. Cirone
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Philip
Cook
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Secretary
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Senior
Vice President - Chief Financial Officer
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THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
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/s/
Mauri J. Cowen
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By: |
/s/
Brian Echausse
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Name:
Mauri J. Cowen
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Name:
Brian Echausse
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Title:
Vice President
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Title:
Assistant Treasurer
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EXHIBIT A
Form of 8¼% Senior Note due 2015
UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO QUICKSILVER RESOURCES INC. OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN DTC OR A
NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON
REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU
OF, THIS SECURITY WILL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
CUSIP
No. 74837RAE4
ISIN
No. US74837RAE45
[Face
of Note]
8¼
% Senior Notes due 2015
Principal
amount at Maturity $475,000,000
QUICKSILVER
RESOURCES INC.
Quicksilver
Resources Inc., a Delaware corporation (the
“Company”) promises to pay to ______________, or
registered assigns, the principal sum of 475,000,000
Dollars on August 1, 2015 or such greater or lesser amount as
may be indicated on Schedule A hereto.
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Interest
Payment Dates:
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February
1 and August 1, commencing February 1,
2009
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Regular
Record Dates:
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January
15 and July 15
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Additional
provisions of this Note are set forth on the other side of
this Note.
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QUICKSILVER RESOURCES INC. |
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By:
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Name: |
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Title: |
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TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is one of the Global Notes referred to
in the within-mentioned Indenture:
THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A.
as Trustee
[FORM
OF REVERSE OF NOTE]
8¼%
Senior Notes due
2015
Capitalized
terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise
indicated.
(1)
Interest . Quicksilver Resources Inc., a Delaware
corporation (together with its permitted successors, the
“Company”), promises to pay interest on the principal
amount of this Note at 8¼% per annum from June 27, 2008
until the principal hereof is paid or made available for
payment. The Company shall pay interest, if any,
semi-annually in arrears on February 1 and August 1 of
each such year, commencing February 1, 2009 or if any such day
is not a Business Day, on the next succeeding Business Day (each an
“Interest Payment Date”). Interest on the Notes shall
accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of issuance
[; provided that
if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall
be the first of February 1 or August 1 to occur after the date of
issuance, unless such February 1 or August 1
occurs within one
calendar month of such date of issuance, in which case the first
Interest Payment Date shall be the second of February 1 or
August 1 to occur after the date of
issuance] 1
. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months.
(2)
Method of Payment . The Company shall pay
interest on the Notes (except defaulted interest) to the Person in
whose name(s) this Note is registered at the close of business on
the January 15 or July 15 next preceding the Interest
Payment Date (each, a “Regular Record Date”); provided
that interest payable at the Stated Maturity or on a Redemption
Date as provided in the Indenture will be paid to the Person to
whom principal is payable. The Notes shall be payable as to
principal of or premium, if any, or interest at the office or
agency of the Company maintained for such purpose within or without
the City and State of New York, or, at the option of the
Co
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